-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KmRH+rYms7nuXFoGO0yPzmi+SguqF+SkQy54K+tIcRWEQCO4jE90E2r1xi6Ze+WJ 41lBxeBRKfiEykSHsDrVWg== 0001017062-97-001579.txt : 19970818 0001017062-97-001579.hdr.sgml : 19970818 ACCESSION NUMBER: 0001017062-97-001579 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970815 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AST RESEARCH INC /DE/ CENTRAL INDEX KEY: 0000725182 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 953525565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35964 FILM NUMBER: 97665009 BUSINESS ADDRESS: STREET 1: 16215 ALTON PKWY CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7147274141 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSUNG ELECTRONICS CO LTD /FI CENTRAL INDEX KEY: 0000879316 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 953170778 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 250 2 KA TAEPYUNG RO CHUNG KU STREET 2: SEOUL CITY: KOREA STATE: M5 ZIP: 100742 BUSINESS PHONE: 8227277020 MAIL ADDRESS: STREET 1: 250 2 KA TAEPYUNG RO CHUNG KU STREET 2: SEOUL CITY: KOREA STATE: M5 ZIP: 100742 FORMER COMPANY: FORMER CONFORMED NAME: SAMSUNG ELECTRONICS CO LTD /FI DATE OF NAME CHANGE: 19950302 SC 13E3/A 1 SCHEDULE 13E-3/A AMENDMENT #9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________ AMENDMENT NO. 9 (Final Amendment) TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) AST RESEARCH, INC. (Name of the Issuer) SAMSUNG ELECTRONICS CO., LTD. AST RESEARCH, INC. (Name of Persons Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS) (Title of Class of Securities) 001907104 (CUSIP Number of Class of Securities) _______________ Jae Chang Lee, Esq. Randall G. Wick, Esq. Samsung Electronics Co., Ltd. AST Research, Inc. Samsung Main Building 16215 Alton Parkway 250, 2-Ka, Taepyung-Ro, Chung-Ku Irvine, California 92718 Seoul, Korea 100-742 (714) 727-7777 011-82-2-727-7100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Persons Filing Statement) COPIES TO: Thomas D. Magill, Esq. Henry Lesser, Esq. Gary J. Singer, Esq. Gibson, Dunn & Crutcher LLP Irell & Manella LLP O'Melveny & Myers LLP Jamboree Center, 4 Park Plaza 333 South Hope Street, Suite 3300 616 Newport Center Drive, Suite 1700 Irvine, California 92614 Los Angeles, California 90071 Newport Beach, California 92660 (714) 451-3800 (213) 620-1555 (714) 760-9600
This Amendment No. 9, the final amendment, amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 dated April 21, 1997 (the "Schedule 13E-3") of Samsung Electronics Co., Ltd., a Korean corporation ("Purchaser"), and AST Research, Inc., a Delaware corporation (the "Company"), filed in connection with the tender offer by Purchaser to purchase all outstanding shares of common stock, par value $.01 per share, of the Company (the "Common Stock") and the associated preferred stock purchase rights (the "Rights" and together with the Common Stock, the "Shares") issued pursuant to the Company's Amended and Restated Rights Agreement, dated January 28, 1994, between the Company and American Stock Transfer and Trust Company, as Successor Rights Agent, as amended by the First Amendment to Rights Agreement, dated as of March 1, 1995, and the Second Amendment to Rights Agreement, dated as of April 15, 1997, not owned by Samsung or its affiliates at $5.40 per Share, net to the seller in cash, as set forth in the Offer to Purchase dated April 21, 1997 (the "Offer to Purchase") and the related Letter of Transmittal. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Schedule 13E-3. Item 4. TERMS OF THE TRANSACTION Item 4(a) is hereby amended and supplemented by addition of the following information thereto: On August 11, 1997 the merger of Sub with and into the Company, pursuant to the short-form merger provisions of the Delaware General Corporation Law, was completed and the Company thereby became a wholly owned subsidiary of Purchaser. In the merger, Shares not previously purchased by Purchaser or its affiliates were converted into the right to receive $5.40 per Share in cash. Item 10. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 10 is hereby amended and supplemented by addition of the following information thereto: At 5:00 p.m., New York City time, on Friday, August 8, 1997, the Offer expired. A total of 28,448,356 Shares (or approximately 90% of the issued and outstanding Shares not already owned by Purchaser and its affiliates) were purchased pursuant to the Offer. The Purchaser has paid for all such shares at the Offer Price of $5.40 per Share, in cash, net to the tendering stockholder. SIGNATURES After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. AST RESEARCH, INC. By: /s/ KOON SHIK CHOI ------------------ Name: Koon Shik Choi Title: Chief Financial Officer SAMSUNG ELECTRONICS CO., LTD. By: /s/ JAE CHANG LEE ----------------- Name: Jae Chang Lee Title: Director/General Legal Counsel Dated: August 15, 1997 3 -----END PRIVACY-ENHANCED MESSAGE-----